Phoenix Rising
by Ali-Th3-Ch3shir3-Kat
Summary: First Class. There's something powerful inside of Charles. He tasted it as a child and locked it away deep inside. But with all that's happening with Shaw it's breaking free. Can Eric and the team save Charles or will the power destroy him? ErikxCharles
1. Prologue

**Disclaimer: I do not own Xmen: First Class. I seriously wish I did, but I don't. A tragedy I know, but thats the way life is.**

**Full Summary: First Class. There's something powerful inside of Charles. He tasted it as a child and locked it away deep inside. But with all that's happening with Shaw it's breaking free. Can Eric and the team save Charles or will the power destroy him? ErikxCharles**

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><p><strong>AN: I know in the comics the Phoenix is in Jean Grey and it's a chosen one kinda thing, but for the sake of this story it's not. It's chooses Charles instead because c'mon, he's like uber powerful and epic! Right? Besides...it's my story and I can do what I want! So there! :p**

**Also, this is set during the period of training before they find Shaw and have the big beach divorce. So it is AU in a way. Any who, here's the first chapter.**

**This fic is dedicated to:** _**GeorginoschkaVincen**_

**Thank you so much for your inspiration on my Phoenix's personality and for creating a wonderful Phoenix!Charles story. You made me so happy by doing it. I love that someone else see's the need for PhoenixBAMF!Charles! So thank you and please feel free to tell me anything you want to see in the fic. **

**Ah, before I forget:**

**WARNING- Mentions of child abuse, Sexual situations, MalexMale, and Torture. YOU HAVE BEEN WARNED! DON'T FLAME ME FOR YOUR INABILITY TO READ THE WARNING PLEASE! THANK YOU!**

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><p><em><strong>Prologue: Forgotten Memories<strong>_

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><p>It had been there, hidden away inside him, for as long as he could remember. A presence in the back of his mind unlike the whispered minds of those around him.<p>

It was hate and anger and raw power.

He'd first noticed it as a small child when his power first manifested. It was before he had found Raven and he had felt so alone. Alone and scared.

When his power first appeared he didn't know if he was mad or if the voices in his head were really something more and he was too afraid to tell anyone, his mother especially. Since the death of her husband and her marriage to her husbands lab partner Kurt Marko Sharon Xavier had become incredibly depressed and, due to her son's resemblance to her late husband, resentful of Charles.

And he couldn't confide in his stepfather or stepbrother either. Kurt had only married Sharon for her fortune and was a violent man in nature, taking his frustration out on both Charles and Cain. And ever since Charles had learned through his gift of Cain's extensive abuse at the hands of his father the older boy had taken to following in his father's footsteps, taking his anger out on the smaller boy whenever possible.

And so, Charles was utterly alone.

Until _it_ came.

A smooth voice inside of him, whispering in his young mind. It twisted his thoughts, feeding the anger and resentment brought on by his abuse and his mothers negligence. And for the longest time young Charles let those feeling fester and grow, making him cold and bitter.

He longed for his mothers love and protection and the presence saw this, urging him to make her love him. For what was the harm in it? To just push her a little until she loved him again? Make her happier and by extension make himself happier. All he had to do was give in to the presence, let it guide his power.

And he did. He let it in and with great power it reached into her mind and twisted, trying to make her happy and alive again. And for a brief while it worked, but it wasn't real and Charles knew that, could see in her eyes that his mother wasn't really herself anymore.

So he tried to let her go. To twist her back to herself, even if it meant she wouldn't love him anymore. But he twisted too hard and she broke, the pressure of his thoughts too much for her fragile psyche to bare. And within days Sharon Xavier ended her own life, leaving her young son alone.

After his mother's death Charles was more wary of the presence in his mind, afraid of what it's words had made him do. But the presence was persistent and eventually found an opportunity to win the his trust back.

It offered to save him from Kurt and Cain, who's abuse had worsened since Sharon's death, and though at first, still fearful of the presence's intentions, Charles refused it eventually began to wear him down.

Charles began to depend on the presence more and more as time went by, but it still wanted more. _Needed_ more.

Despite the fact that the presence seemed to reside in Charles mind it was not really a part of him. It had merely been drawn to the young telepath's power and potential, feeding off his raw power.

And though it could easily take control of Charles it wanted him to invite it. It wanted him to need it just as much as it needed him. And so it tried to win the boy over, offering him power, love, and protection. All the things he was denied in his life.

But despite his reliance on it Charles held strong, refusing to give in due to the occurrence with his mother. His trust in the presence wasn't complete anymore and he was reluctant to let it guide him in anything else.

His denial of it was set in stone it seemed.

But eventually even the hardest stone is worn away and the same could be said of Charles resolve. Eventually he had no choice but to give in.

And the choice would change him and everything he believed for the entirety of his life.

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><p>"Charles. Come out Charles. You can't hide forever."<p>

Charles whimpered, curled up in behind the cabinet in Kurt's lab. Cain had had a particularly bad day and had immediately searched out Charles to take out his rage.

Thanks to the younger boy's telepathy Cain was having a fair amount of trouble finding him, but Charles knew he couldn't hold it long. He didn't have the best control of his power, especially when he was afraid.

His only hope was that Cain wouldn't think to look for him in the lab. They weren't supposed to set foot inside under threat of Kurt's wrath.

Since Charles refused to let him in his father's study the lab was all Kurt really had. He hated being anywhere near the boys and so most days locked himself away in laboratory, leaving the manor's staff to care for Charles and Cain.

"Get out here now!"

There was a crash out in the hall and Charles barely held back a frightened whimper as Cain let out a rabid roar. Charles had a feeling that whatever that crash was he'd be blamed for it later.

Cains heavy footfalls echoed in the hall, stopping just short of the door, and Charles felt his heart freeze up as the knob turned slowly. Fear held him in it's grip as he realized his control had slipped and Cain was going to find him.

His heart was pounding and he tried to think of a way out. Somewhere to hide.

He heard a commotion outside the door, but he couldn't focus on it, too busy thinking of a way to hide from Cain. He was terrified. He didn't think he could take another beating. His naturally frail body was already at it's limit since Kurt's beating had increased in frequency.

His eyes caught sight of a cabinet and he raced for it as the door opened and a hard and familiar voice rang out, freezing him in his tracks.

"What are you doing in here?"

Charles turned, eyes wide, to face his step father Kurt.

"I-uh-I was just..."

Kurt growled, moving into the room threateningly. "Just what? I've told you Charles...NEVER to come in here."

Charles couldn't contain the whimper of fear as the man approached him slowly, eyes narrowed in anger. Charles could just make out the scared thoughts of Cain out in the hall as he reached out with his own mind, desperately trying to prevent what was to come, and he felt a pang of guilt at how the older boy's mirrored his own.

Before he could do anything to fight back there was a sudden crack and he was sprawled on the ground, eye burning from the hit. Then there was another, straight to the stomach, and another. He was gasping and whimpering in pain as Kurt took out his anger hit by hit.

As the pain filled him up, covering him in a familiar sense of numbness and disconnection, he felt it. The presence.

It was covering the pain with rage and hate, boiling his blood and making him shiver.

'_**I can help Charles...Let me in Charles...**_'

'_N-No...I can handle this m-myself..._'

'_**You're hurting...Let me HELP you Charles...**_'

The pain in his body made it hard to focus and before he realized it he was answering out loud and Kurt was staring at him in confusion, even as he kicked him and hit him and bruised his small form.

"No...I c-can do this...", he winced as Kurt kicked him again, blood dripping from the corner of his mouth. "I don't n-need..."

"Who the fuck are you talking to? Who the **fuck** are you-"

'_**But you do need me...Let me help you Charles...Let me save you...**_'

As blow after blow rained down on him and the copper taste of blood filled his mouth Charles felt his resolve crumbling away. He could hear Kurt screaming at him, but couldn't make out what he was saying.

His telepathy was going wild and he could hear a cacophony of voices screaming in his mind, overwhelming everything that he was. He didn't know when Cain had come into the room, but he could see him out of the corner of his blurry vision ad hear his angry vice I his head.

'_**Let me save you Charles...**_'

He nodded his head as much as he could, sobbing quietly as the pain became too much. His skin was numb, but the rest of him was on fire. It hurt so much more than any of the times before and he didn't even know why it was so much more extreme.

But before he could think about what he was saying he gave in, crying out for the presence he'd fought so hard against.

"I-I need your...he-lp...p-please...!" '_HELP ME!_'

The moment the words left his lips he felt something burning hot flood into him and he felt himself shake with the sheer power building up inside of him. Something inside him reared it's head and what had moments before been a young boy was now something else entirely.

With a sudden blast of power Kurt and Cain were slammed away from him, bodies hitting the wall with a violent force. Everything around him was either floating, burning, or shattering, all depending on what it is and how close it is to him.

He stood up, hair billowing as if in a personal tornado, and looked at them, eyes which had been a soft blue now an unnatural burning red. His skin seemed to glow from within and his veins stood out around his eyes and neck giving them a dark shadowed look as he looked at them, smiling at the looks of confusion and horror on their faces.

Kurt stuttered just looking at him, slowly using the wall to rise to his feet. "W-What are you...?"

There was moment of silence and the thing in Charles skin looked like it was really considering the question. Then it's smile widened and it moved-floated- forward, a look of badly hidden malice in it's eyes.

"**I am the Phoenix.**"It raised a hand, snarling. "**And your boring me.**"

And suddenly there was heat and fire unlike any they'd ever seen and it was alive, whirling and billowing around them. The chemicals in the lab only fed it's fury and it quickly consumed everything in it's path.

Through the flames the Markos could make out Charles-no, the Phoenix's- triumphant face, a sadistic smile on soft lips. And there was laughter in the air, a sharp un-childlike sound coming from a child's body.

But as the fire finally reached them and Kurt's screams filled the air, the laughter broke and there was sobbing, pained sobbing. And red eyes became blue again and there's horror in their depths as Charles took in what he'd done and he cried out in fear and pain.

It took every ounce of strength to fight his way through the flames to what was left of his broken family and drag them out, coughing and sputtering as he went. And when he was done and the fire had died down he collapsed on the grass, sobbing and curling into himself.

He'd let it in. Trusted it. And once again the presence had destroyed everything around it, using him to do it.

And he could feel it inside, reveling in what it had made him do. He felt filthy and bad. He felt like a monster.

Turning to look at the body's of his stepfather and stepbrother he made a decision. None of them would remember this ever happening and he'd lock the presence away where it couldn't cause any more harm using him or anyone else.

So, putting a hand to his temple, he wiped their memories and his own of the fire and created new ones, locking the presence inside himself as he did. He bound it all away and made sure no one, not even himself, would ever know what really happened that day.

And with the presence he bound his hate, anger, and resentment, making sure nothing could never use his darker emotions to control him again.

And when he was done, he blinked, new memories in place and rushed to his unconscious stepfather and stepbrother's sides, checking them both over for injury.

Cain it seemed would be just fine, perhaps a little sore, but otherwise alright, but Kurt was not nearly so lucky. His body was burnt and unmoving, without a pulse.

Kurt Marko was dead.

And Cain was taken away soon after, put in an orphanage. Charles was left with the staff of the manor, who had been with his family as long as he could remember. And once again he was alone.

Until Raven.

The moment she first broke into his home and raided his kitchen his loneliness came to an end and the fire was washed from his mind. With her companionship he felt safe and loved and his control over his gift grew.

And the presence known as the Phoenix stayed locked away inside with all the pain and anger he'd ever felt. Silent and asleep in the very depths of his mind.

...Until now.

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><p><strong>I wanted a little intro explaining how the Phoenix came to be in Charles and why it has yet to show it's self yet. I also wanted a dramatic little cliffhanger-esque ending, hence the overly dramatic '...Until now.' Lol. Anywho, please review and tell me what you think.<strong>


	2. Chapter 1

**Disclaimer: I do not own Xmen: First Class. I seriously wish I did, but I don't. A tragedy I know, but thats the way life is.**

**Full Summary: First Class. There's something powerful inside of Charles. He tasted it as a child and locked it away deep inside. But with all that's happening with Shaw it's breaking free. Can Eric and the team save Charles or will the power destroy him? ErikxCharles**

**A/N: Sorry for the Delay! My computer's been a real pain lately. Just with this chapter too. It's like it's against me finishing it. **

**Any who, I took some liberties with some of the scenes from the movie changing since this is technically AU and all. It just works better for this fic, I think. Well, Review and tell me what YOU think about it.**

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><p><em><strong>Chapter One: Shared Nightmares and Memories<strong>_

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><p><em>It starts with fire. Blazing and so so hot. It's all around him and there's screaming. Shrieks of pain and agony echoing in the flames. He smells flesh. Burning flesh. And the voices are recognizable in their pain and fear.<em>

_Kurt and Cain._

_They're visible through the flames, reaching for him with eyes full of reverence. And fear. Like they're looking at some dark god._

_'Stop it! Stop! Stop it please! Stop! Please! Please!'_

_Screaming in his head. Their minds calling out for it all to end. And he realizes he's in the lab. Kurt's lab. He recognizes it despite the load cries in their minds drawing his focus away from everything around him. But as they get louder and louder he can't see or hear anything else but them and their pain._

_'Stop! Stop! STOP!'_

_And suddenly the voices and the faces are changing and it's Erik and the children kneeling in the flames instead their minds calling out for him. Screaming for his attention._

_'Charles please! Stop! Stop!'_

_They're sobbing and screaming, their minds and voices echoing together in agony as the fire consumes them and he can see their faces. That same look that Kurt and Cain had given him echoes on each charred face. Reverence and fear, like he's some demonic godlike entity, not the Charles they know._

_And their screaming thoughts reinforce this._

_'God please! Stop! Stop! Please, god show mercy! STOP!'_

_And he feels his mind reach out to them burning like wild fire and without his consent it strikes out bringing them to the floor, clutching at their heads and screaming in pain both from the fire and the sheer force of his power._

_'**NEVER!**'_

_And as soon as his mental voice rips through their minds he knows something is wrong. That voice isn't his. It is but it isn't. It sounds the same but there's so much more behind it and he turns away from the pained faces of Erik and the others as they clutch their heads._

_And there, reflected in the glass, is his face only...it's not. His eyes are burning red like hot coals,burning deeply in his face, his skin glows darkly from within, shadowing his pale face and making his appearance devious and almost demonic with his veins dark and visable, and his hair billows in an unseen personal torrent, flowing around him in a surreal fashion._

_And his reflection smiles at him darkly, reaching a hand out to him, and he mimics it, hand rising to touch the mirrored glass in front of him. Fire flickers behind him and around him and screams echo in the air. It's chaos all around, but in the mirror it's calm, the fire frozen, the world silent. And his reflection tilts it's head seductively, smile stretching wider._

_'**Charles. Let me help you Charles.**'_

_And next to it in the mirror is Shaw, burning and blackening as his reflection grabs his shoulders, eyes burning brighter and brighter. The reflection seems darker as Shaw writhes in pain and agony in it's grip, flesh peeling off and disintegrating._

_And he screams out in his mind. 'NO!'_

_And the reflection darkens even more, body glowing darkly like black fire, and snarls, face twisting with hate. _

_And then it's fire pouring out of him into the shape of a great bird, twisting out into the air and shrieking like some inhuman thing. It twists and grows, fiery wings spreading out as it rises and gets hotter and hotter, flames dancing about violently._

_The screaming is back and Erik and the children are charred and burning. Dying. And he's crying and shaking his head. _

_'No! No! NO! STOP!'_

_And the fire bird twists to look at him, eyes narrowed in pure unbridled rage, and out of it rises mirror Charles, his face too twisted in hate. And he reaches out a hand for him, rushing forward with a shriek, consuming him in fire and heat and hate and in the flames he hears his own dark voice with power inside shriek at him._

_'**NEVER!**'_

Everyone in the mansion jolted awake at once, cries ripping from their throats.

Out of all of them only one knew what had just happened and, though it was a shock, it was not Charles who knew, but Raven. The blue skinned young woman had experienced her brother's dreams before, but never anything like _that_.

She was out of her covers and down the hall immediately, still gasping in the leftover adrenaline from the intense dream. She couldn't even remember what it was about, just heat and fire and fear, but she knew it was terrifying and Charles needed her.

She could feel his mind calling out for her familiarity and warmth.

Her bare feet padded on the cold wood floor as she dashed to Charles room, the other inhabitants of the manor following after her, confusion and concern clear in their eyes, even the usually stoic Erik's.

Alex, being the bold one he was, stopped her mid run , turning her to face them. "What's going on?"

"Yeah.", Sean said quickly, voice breathy. Obviously he was hit just as hard as her. "What was that?"

She pushed his hand off and sighed. "Charles."

And she was off again, rushing to Charles door and knocking lightly.

No answer.

"Charles? Charles?", She knocked again, panic building in her chest, and cried out in her mind, the fear from the forgotten dream fueling her. '_Charles! Charles please answer me! CHARLES!_'

Charles hadn't lost control in so long. It worried her that he'd lost control now when after everything he'd gone through in his life he'd still remained strong and in control. And now he wasn't answering her calls. Charles _always_ answered her calls. Always.

She was getting hysterical, panic building up inside her, and so it came as a shock when Erik moved her aside, waving his hand and unlocking the door with his ability. He quickly turned to them, eying Raven more than the others.

"Stay out here."

Raven growled at him, tears on her cheeks and heart pounding in her chest. "No! He needs me!"

The others nodded, their own voices ringing out in protest. The professor needed them. He was always there for them and they wouldn't let Erik stop them from being there for him when he needed them.

And though Erik understood their reasoning and was truly touched by their devotion the the man lay beyond the door, he knew their hysteria and panic, which he could see clearly in their faces and hear in their voices, wouldn't help.

So he sighed, putting a hand on Raven's shoulder. "He doesn't need you falling apart like this.", then looked to the rest of them, eyes still hard, but softer than they'd ever seen them. "Any of you. _I'll_ check on Charles and _you_ will all wait out here and calm yourselves down. Understand?"

He saw the want for argument, but before they could speak out and argue anymore he turned and pushed open the door, striding into Charles room and locking the door behind him.

His eyes were immediately drawn to Charles who was sitting on the edge of his bed, head in his hands. The telepath looked up at his entrance, eyes hazy and face pale. Erik assumed it was the after effects of the nightmare and wondered if Charles perhaps remembered it unlike himself and, though he didn't know it, the others.

Charles immediately smiled, though it was strained. "Hello Erik. Is everything alright my friend? You look quite pale."

"I could say the same about you.", Erik said softly, staring at him. "We all just awoke from quite a nightmare- the _same_ nightmare- and since you're the only telepath here...", he paused pointedly, before noticing how Charles eyes widened in realization. "Are you alright?"

Charles nodded. "I'm quite alright Erik. Just-are the children alright?"

"Fine. Worried about you, but fine.", Erik moved to his side, leaning down to eye level with the sitting telepath. "It's you I'm worried about. That was some nightmare Charles. I can't even remember it, but I know it rivals my own and that's quite a feat. Do you remember any of it?"

Charles Shook his head and stood up, trying to push past him. "Not really, but that's not really important right now Erik. I need to check on the children."

Erik stopped him, almost glaring down at him. "The children are fine Charles. Are you?"

"Erik I told you-"

Erik stopped him with a hand. "Be honest."

Charles sighed softly, looking up at him. "I'm fine Erik. Really. Just a bit shaken.", he smiled softly. "Now can I please check on the children?"

Erik sighed over dramatically, but smiled slightly. "If we must."

And with that he moved aside, allowing Charles access to the door. The slight telepath sighed in relief at his friend relenting and instinctively glanced back as he moved to the door, eyes catching the mirror in the corner by the bed.

For a second he swore his eyes were red, but he blinked and they were back to a nice bright blue. He shook his head to dispel the memory of his dream, the flash of bright red bringing it back to mind, and turned back to the door, taking a deep breath and preparing to deal with the children and all the questions they probably had.

He looked back at Erik and smiled brightly. "Well, come on then."

Erik smiled slightly, which was big for Erik, and moved to the slighter male's side, opening the door and leading Charles out into the chaos of several confused and shaken mutant teenagers.

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><p>Later that day, long after the children had recovered from the panic of the mornings incident, Charles stood outside with Erik, watching the metal manipulator as he levitated a small handgun.<p>

The children were off in different areas training on their own finally giving the two men some time alone and despite dropping the subject earlier Erik was still worried for Charles. As he worked with his power he could see the slightly weary look in the telepath's eyes and the slight paleness to his skin.

It worried him and reinforced his theory that something, most likely the nightmare, was bothering him. Unfortunately the telepath's resolve held strong and he constantly reassured the taller male that he was _fine_ and there was nothing to worry about. Really.

Erik didn't believe him of course.

He felt more like _he_ was the telepath in this case. He could see right through the young professor's facade without even really trying.

"This isn't doing you any good you know."

Erik frowned, brought from his thoughts, and looked over at Charles. "What?"

Charles sighed, gesturing to the floating gun. "You could do this in your sleep Erik and we both know it. This isn't going to help you learn better control."

"And why not?"

Charles moved over to him. "You're not challenging yourself.", he gestured to the satellite out in the distance, pulling the gun out of the air at the same time. "Let's try something a bit more _difficult._"

Erik turned to look at it and frowned before turning back to face the shorter male, eyebrow raising in question. "What do you have in mind?"

Charles grinned. "Turn it to face us."

"What?"

"Turn it to face us.", Charles leaned next t him, putting a hand on his shoulder and using the other to gesture to the satellite. "Go on. You can do it my friend. I know you can."

Erik looked down at Charles, smiling softly at the contact and the look of pure belief in his blue eyes, before turning and raising a hand, focusing his power on moving the massive metal structure.

He tried, feeding his rage into the pull, but the satellite didn't budge. His brow furrowed and his eyes narrowed with the effort, but no matter how hard he tried it wouldn't move. In the end he let out an angry breath, dropping his hand, and turned back to Charles.

"I can't do it."

Charles moved closer, looking him in the eyes. "Yes you can. You just need a different source of power.", he sighed. "You rely so heavily on your rage and hate to fuel your power and it's worked so far, but rage will never allow you your full potential. The path to real power my friend is the place between rage and serenity.", he reached a hand to his temple slowly, carefully watching Erik for his reaction. "May I?"

Erik nodded slowly, watching as Charles closed his eyes and delved deep into his mind. He felt his presence inside his thoughts, smooth and warm and so very very welcome, and closed his eyes as well. It was a nice experience, so unlike shaw's telepath's violation of his mind.

Then again Charles mind had felt right since the first moment it had entered Erik's own in the water that night. It had felt just like, well, _Charles_.

He felt a hand touch his arm and his eyes snapped open, moving to glance down in confusion at Charles, who moved his hand out and pointed it at the satellite again.

The telepath looked up at him from the corner of his eye and smiled lightly. "Try again."

Erik closed his eyes, doing as Charles instructed, and called upon his power. Only this time there was something else. A flood of warmth accompanied by an old long forgotten image filled his mind.

_It was his birthday. His mother was there, beside him. She was smiling down at him and whispering softly in German to him. _

_He blew out the candle and she helped him cut his cake, moving his hand in tandem with hers, and got him a piece. Then she sang to him and laughed while he ate it, a smile on his young face as she kissed her cheek._

And suddenly it was gone and he was standing once again in the grass with Charles, tears slipping down both mens cheeks.

He turned to look at the telepath, a look of awe on his face. Charles smiled at him, wiping his eyes, and let go of his arm.

"Thank you my friend. That was beautiful."

Erik nodded slowly. "W-where did you find that? I'd forgotten it."

"Though forgotten it was not gone, just...hidden. Hidden away deep in your mind.", Charles said with a small smile. "All I had to do was find it." He smiled wider when he spotted the satellite, now facing them, and gestured to it. "I knew you could do it."

Erik turned to see it and smiled slightly, turning back to Charles. "How did you know I could do it?"

Charles thought it over, unsure what exactly to say. He knew Erik inside and out. Knew every pro and con of the man before him. Knew just what he was capable of and knew deep down that he could overcome all that had been done to him and be a great man.

No. That would be a little much. Too much for now. So he'd simplify it instead.

"Simple. I know everything about you."

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><p><strong>What do you think? Nightmare timez and some bondings? LOL. Charles and Erik are all sensitive and stuff, being all mushy in their thoughts about each other. :) Cute right? <strong>

**Any who, please REVIEW!**


	3. AN: This fic is still going!

**Hello All! Ali-Th3-Ch3shir3-Kat here! :)**

**I just wanted to let you know this story has not been forgotten. I've been swamped with schoolwork, then the death of a close friend, and Christmas. I'm posting this A/N on all my ongoing fics so you know I haven't given up and will finish them. I apologize for the lack of update once again but have no fear: I'm on it! **

** Thank you all for holding on and cutting me some slack!**


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